Annual General Meeting 2017

Nomination Process

In accordance with the Code, Nordea has a Nomination Committee representing the shareholders, which is established by the Annual General Meeting (AGM). The Nomination Committee prepares the decisions on appointments and remunerations to be taken by the shareholders at the AGM, in order to provide a sound basis for the meeting’s consideration of these matters.

The Nomination Committee

Nordea’s Annual General Meeting 2016 decided to establish a nomination committee with the task of presenting to the Annual General Meeting 2017 proposals concerning election of members of the board of directors, chairman of the board of directors and auditors, as well as fees to the board members and auditors.

The four largest shareholders in terms of votes who wish to participate in the nomination committee are entitled to appoint one member each. In addition, the chairman of the board of directors participates in the nomination committee.

The members of the nomination committee are:

Torbjörn Magnusson, Managing Director of If, appointed by Sampo Abp

Mogens Hugo, Chairman of Nordea-fonden

Katarina Thorslund, Deputy CEO and Head of Finance at Alecta

Anders Oscarsson, Head of Equity at AMF and AMF Funds

Björn Wahlroos, Chairman of the Board of Directors

Torbjörn Magnusson has been appointed chairman of the nomination committee.

About Annual General Meetings

The General Meeting is the Company’s highest decision-making body, at which the shareholders exercise their voting rights. At the General Meeting decisions are taken regarding matters such as the annual accounts, dividend, election of the Board of Directors and auditors, remuneration to Board members and auditors, and guidelines for remuneration for executive officers.

Voting rights

According to the Articles of Association, shares may be issued in two classes, ordinary shares and C-shares. All shares in Nordea carry voting rights, with each ordinary share entitled to one vote and each C-share entitled to one tenth of one vote at General Meetings. At General Meetings, each shareholder is entitled to vote for the full number of shares that he or she owns or represents. Nordea is not entitled to vote for its own shares at General Meetings.